Exhibit 10.1

                             THE COCA-COLA COMPANY
                             1999 STOCK OPTION PLAN
                         AMENDED THROUGH FEBRUARY 2002

Section 1.   Purpose

     The purpose of The Coca-Cola Company 1999 Stock Option Plan (the "Plan") is
to advance the interest of The Coca-Cola Company (the "Company") and its Related
Companies (as defined in Section 2) by encouraging and enabling the acquisition
of a financial interest in the Company by officers and other key employees of
the Company or its Related Companies. In addition, the Plan is intended to aid
the Company and its Related Companies in attracting and retaining key employees,
to stimulate the efforts of such employees and to strengthen their desire to
remain in the employ of the Company and its Related Companies. Also, the Plan is
intended to help the Company and its Related Companies, in certain instances, to
attract and compensate consultants to perform key services.

Section 2.   Definitions

     "Business Day" means a day on which the New York Stock Exchange is open for
     securities trading.

     "Change in Control" shall mean a change in control of a nature that would
     be required to be reported in response to Item 6(e) of Schedule 14A of
     Regulation 14A under the Securities Exchange Act of 1934 ("1934 Act") as in
     effect on January 1, 1999, provided that such a change in control shall be
     deemed to have occurred at such time as (i) any "person" (as that term is
     used in Sections 13(d) and 14(d)(2) of the 1934 Act), is or becomes the
     "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act as in
     effect on January 1, 1999) directly or indirectly, of securities
     representing 20% or more of the combined voting power for election of
     directors of the then outstanding securities of the Company or any
     successor of the Company; (ii) during any period of two (2) consecutive
     years or less, individuals who at the beginning of such period constituted
     the Board of Directors of the Company cease, for any reason, to constitute
     at least a majority of the Board of Directors, unless the election or
     nomination for election of each new director was approved by a vote of at
     least two-thirds of the directors then still in office who were directors
     at the beginning of the period; (iii) the share owners of the Company
     approve any merger or consolidation as a result of which the KO Common
     Stock (as defined below) shall be changed, converted or exchanged (other
     than a merger with a wholly owned subsidiary of the Company) or any
     liquidation of the Company or any sale or other disposition of 50% or more
     of the assets or earning power of the Company; or (iv) the share owners of
     the Company approve any merger or


<PAGE>

     consolidation to which the Company is a party as a result of which the
     persons who were share owners of the Company immediately prior to the
     effective date of the merger or consolidation shall have beneficial
     ownership of less than 50% of the combined voting power for election of
     directors of the surviving corporation following the effective date of such
     merger or consolidation; provided, however, that no Change in Control shall
     be deemed to have occurred if, prior to such times as a Change in Control
     would otherwise be deemed to have occurred, the Board of Directors
     determines otherwise.

     "Committee" means a committee appointed by the Board of Directors in
     accordance with the Company's By-Laws from among its members. Unless and
     until its members are not qualified to serve on the Committee pursuant to
     the provisions of the Plan, the Stock Option Subcommittee of the Board
     shall function as the Committee. Eligibility requirements for members of
     the Committee shall comply with Rule 16b-3 under the 1934 Act, or any
     successor rule or regulation.

     "Disabled" or "Disability" means the optionee meets the definition of
     "disabled" under the terms of the Company's Long Term Disability Income
     Plan in effect on the date in question, whether or not the optionee is
     covered by such plan.

     "ISO" means an incentive stock option within the meaning of Section 422 of
     the Internal Revenue Code of 1986, as amended.

     "KO Common Stock" means The Coca-Cola Company Common Stock, par value $.25
     per share.

     "Majority-Owned Related Company" means a Related Company in which the
     Company owns, directly or indirectly, 50% or more of the voting stock or
     capital on the date an Option is granted.

     "NSO" means a stock option that does not constitute an ISO.

     "Options" means ISOs and NSOs granted under this Plan.

     "Related Company" or "Related Companies" means corporation(s) or other
     business organization(s) in which the Company owns, directly or indirectly,
     20% or more of the voting stock or capital at the relevant time.

     "Retire" means to enter Retirement.

     "Retirement" means an employee's termination of employment on a date which
     is on or after the earliest date on which such employee would be eligible
     for an immediately payable benefit pursuant to (i) for those employees
     eligible for participation in the Company's Supplemental Retirement Plan,
     the terms of that Plan and (ii) for all other employees, the terms of the
     Employee Retirement Plan (the "ERP"), whether or not the employee is
     covered by the ERP.

Section 3.   Options

     The Company may grant ISOs and NSOs to those persons meeting the
eligibility requirements in Section 6(a) and NSOs to those persons meeting the
eligibility requirements in Sections 6(b) and 6(c).


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<PAGE>

Section 4.   Administration

     The Plan shall be administered by the Committee. No person, other than
members of the Committee, shall have any discretion concerning decisions
regarding the Plan. The Committee shall determine the key employees of the
Company and its Related Companies (including officers, whether or not they are
directors) and consultants to whom, and the time or times at which, Options will
be granted; the number of shares to be subject to each Option; the duration of
each Option; the time or times within which the Option may be exercised; the
cancellation of the Option (with the consent of the holder thereof); and the
other conditions of the grant of the Option, at grant or while outstanding,
pursuant to the terms of the Plan. The provisions and conditions of the Options
need not be the same with respect to each optionee or with respect to each
Option.

     The Committee may, subject to the provisions of the Plan, establish such
rules and regulations as it deems necessary or advisable for the proper
administration of the Plan, and may make determinations and may take such other
action in connection with or in relation to the Plan as it deems necessary or
advisable. Each determination or other action made or taken pursuant to the
Plan, including interpretation of the Plan and the specific conditions and
provisions of the Options granted hereunder by the Committee, shall be final and
conclusive for all purposes and upon all persons including, but without
limitation, the Company, its Related Companies, the Committee, the Board,
officers and the affected employees and consultants to the Company and/or its
Related Companies, optionees and the respective successors in interest of any of
the foregoing.

Section 5.   Stock

     The KO Common Stock to be issued, transferred and/or sold under the Plan
shall be made available from authorized and unissued KO Common Stock or from the
Company's treasury shares. The total number of shares of KO Common Stock that
may be issued or transferred under the Plan pursuant to Options granted
thereunder may not exceed 120,000,000 shares (subject to adjustment as described
below). Such number of shares shall be subject to adjustment in accordance with
Section 5 and Section 11. KO Common Stock subject to any unexercised portion of
an Option which expires or is canceled, surrendered or terminated for any reason
may again be subject to Options granted under the Plan.

Section 6.   Eligibility

     Options may be granted to

     (a)  employees of the Company and its Majority-Owned Related Companies,

     (b)  particular employee(s) of a Related Company, who within the past
          eighteen (18) months were employee(s) of the Company or a
          Majority-Owned Related Company, and in rare instances to be determined
          by the Committee in its sole discretion, employees of a Related
          Company who have not been employees of the Company or a Majority-Owned
          Related Company within the past eighteen (18) months, and

     (c)  consultants providing key services to the Company or its Related
          Companies (provided that consultants are natural persons and are not
          former employees of the

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<PAGE>

          Company or any Related Company, and that consultants shall be eligible
          to receive only NSOs and shall not be eligible to receive ISOs).

     No person shall be granted the right to acquire, pursuant to Options
granted under the Plan, more than 5 % of the aggregate number of shares of KO
Common Stock originally authorized under the Plan, as adjusted pursuant to
Section 11.

Section 7.   Awards of Options

     Except as otherwise specifically provided in this Plan, Options granted
pursuant to the Plan shall be subject to the following terms and conditions:

          (a) Option Price. The option price shall be 100% of the fair market
     value of the KO Common Stock on the date of grant. The fair market value of
     a share of KO Common Stock shall be the average of the high and low market
     prices at which a share of KO Common Stock shall have been sold on the date
     of grant, or on the next preceding trading day if such date was not a
     trading date, as reported on the New York Stock Exchange Composite
     Transactions listing.

          (b) Payment. The option price shall be paid in full at the time of
     exercise, except as provided in the next sentence. If an exercise is
     executed by Merrill Lynch, Pierce, Fenner & Smith using the cashless
     method, the exercise price shall be paid in full no later than the close of
     business on the third Business Day following the exercise.

          Payment may be in cash or, upon conditions established by the
     Committee, by delivery of shares of KO Common Stock owned for at least six
     (6) months by the optionee.

          The optionee, if a U.S. taxpayer, may elect to satisfy Federal, state
     and local income tax liabilities due by reason of the exercise by the
     withholding of shares of KO Common Stock.

          If shares are delivered to pay the option price or if shares are
     withheld for U.S. taxpayers to satisfy such tax liabilities, the value of
     the shares delivered or withheld shall be computed on the basis of the
     reported market price at which a share of KO Common Stock most recently
     traded prior to the time the exercise order was processed. Such price will
     be determined by reference to the New York Stock Exchange Composite
     Transactions listing.

          (c) Exercise May Be Delayed Until Withholding is Satisfied. The
     Company may refuse to exercise an Option if the optionee has not made
     arrangements satisfactory to the Company to satisfy the tax withholding
     which the Company determines is necessary to comply with applicable
     requirements.

          (d) Duration of Options. The duration of Options shall be determined
     by the Committee, but in no event shall the duration of an ISO exceed ten
     (10) years from the date of its grant or the duration of an NSO exceed
     fifteen (15) years from the date of its grant.

          (e) Other Terms and Conditions. Options may contain such other
     provisions, not inconsistent with the provisions of the Plan, as the
     Committee shall determine

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<PAGE>

     appropriate from time to time, including vesting provisions; provided,
     however, that, except in the event of a Change in Control or the Disability
     or death of the optionee, no grant shall provide that an Option shall be
     exercisable in whole or in part for a period of twelve (12) months from the
     date on which the Option is granted. The grant of an Option to any employee
     shall not affect in any way the right of the Company and any Related
     Company to terminate the employment of such employee. The grant of an
     Option to any consultant shall not affect in any way the right of the
     Company and any Related Company to terminate the services of such
     consultant.

          (f) ISOs. The Committee, with respect to each grant of an Option to an
     optionee, shall determine whether such Option shall be an ISO, and, upon
     determining that an Option shall be an ISO, shall designate it as such in
     the written instrument evidencing such Option. If the written instrument
     evidencing an Option does not contain a designation that it is an ISO, it
     shall not be an ISO.

          The aggregate fair market value (determined in each instance on the
     date on which an ISO is granted) of the KO Common Stock with respect to
     which ISOs are first exercisable by any optionee in any calendar year shall
     not exceed $100,000 for such optionee. If any subsidiary or Majority-Owned
     Related Company of the Company shall adopt a stock option plan under which
     options constituting ISOs may be granted, the fair market value of the
     stock on which any such incentive stock options are granted and the times
     at which such incentive stock options will first become exercisable shall
     be taken into account in determining the maximum amount of ISOs which may
     be granted to the optionee under this Plan in any calendar year.

          (g) Deferral of Gains. Gains associated with any exercise of Options
     shall be eligible for deferral in accordance with the terms and subject to
     the conditions of The Coca-Cola Company Deferred Compensation Plan.

Section 8.   Nontransferability of Options

     No Option granted pursuant to the Plan shall be transferable otherwise than
by will or by the laws of descent and distribution. During the lifetime of an
optionee, the Option shall be exercisable only by the optionee personally or by
the optionee's legal representative.

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<PAGE>

Section 9.   Effect of Termination of Employment, Other Changes of Employment or
             Employer Status, Death, Retirement or a Change in Control

     (a) For Employees. For optionees who are employees of the Company or its
Related Companies on the date of grant, the following provisions shall apply:


<TABLE>
<CAPTION>

<S>      <C>                         <C>                               <C>

         Event                       Impact on Vesting                   Impact on Exercise Period
------------------------------------------------------------------------------------------------------------

Employment terminates upon      All options become immediately          Option expiration date provided
Disability.                     vested.                                 in grant continues to apply
------------------------------------------------------------------------------------------------------------
Employment terminates upon      Options held at least 12 full           Option expiration date provided
Retirement                      calendar months become                  in grant continues to apply
                                immediately vested; options held
                                less than 12 full calendar months
                                are forfeited
------------------------------------------------------------------------------------------------------------
Employment terminates upon      All options become immediately          Right of executor, administrator
death                           vested.                                 of estate (or other transferee
                                                                        permitted by Section 8) terminates
                                                                        terminates on earlier of (1) 12
                                                                        months from date of death, or
                                                                        (2) the  expiration date provided
                                                                        in the Option
------------------------------------------------------------------------------------------------------------
Employment terminates upon      All Options become immediately          Option expiration date provided
Change in Control.              vested                                  in grant continues to apply.
------------------------------------------------------------------------------------------------------------
Termination of employment for   Unvested Options are forfeited          Expires upon earlier of 6 months
other reasons (Optionees                                                from termination date or option
should be aware that the                                                expiration date provided in grant
receipt of severance does
not extend their termination
date)
-------------------------------------------------------------------------------------------------------------

US Military leave               Vesting continues during leave          Option expiration date provided in
                                                                        in grant continues to apply
-------------------------------------------------------------------------------------------------------------
Eleemosynary service            Committee's discretion                  Committee's discretion
-------------------------------------------------------------------------------------------------------------
US FMLA leave of absence        Vesting continues during leave          Option expiration date provided in
                                                                        grant continues to apply.
-------------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>

<S>      <C>                         <C>                               <C>

         Event                       Impact on Vesting                   Impact on Exercise Period
------------------------------------------------------------------------------------------------------------

Company's investment in         Unvested Options are forfeited          Expires upon earlier of (1) 6 months
optionee's employer falls                                               from termination date or (2) Option
under 20% (this constitutes                                             expiration date provided in grant
a termination of employment
under the Plan, effective
the date the investment
falls below 20%)

          OR

employment is transferred
to an entity in which the
Company's ownership interest
is less than 20%
-------------------------------------------------------------------------------------------------------------
Employment transferred to       Vesting continues after transfer        Option expiration date provided in
Related Company                                                         grant continues to apply
-------------------------------------------------------------------------------------------------------------

Death after employment has      Not applicable                          Right of executor, administrator of
terminated but before option                                            estate (or other transferee permitted
has expired (note that termi-                                           by Section 8) terminates on earlier
nation of employment may have                                             of (1) 12 months from the date of
resulted in a change to the                                             death, or (2) the Option expiration
original otion expiration                                               that applied at the date of death
date provided in the grant)                                             (note that termination of employment
                                                                        may have resulted in a change to the
                                                                        original option expiration date
                                                                        provided in the grant)
</TABLE>


     In the case of other leaves of absence not specified above, optionees will
be deemed to have terminated employment (so that options unvested will expire
and the option exercise period will end on the earlier of 6 months from the date
the leave began or the option expiration date provided in the grant), unless the
Committee identifies a valid business interest in doing otherwise in which case
it may specify what provisions it deems appropriate in its sole discretion;
provided that the Committee shall have no obligation to consider any such
matters.

     (b) For Consultants. For optionees who are consultants, the provisions
relating to changes of work assignment, death, disability, Change in Control, or
any other provision of an option shall be determined by the Committee at the
date of the grant.
                                      -7-

<PAGE>

     (c) Committee Retains Discretion To Establish Different Terms Than Those
Provided in Sections 9(a) or 9(b). Notwithstanding the foregoing provisions, the
Committee may, in its sole discretion, establish different terms and conditions
pertaining to the effect of an optionee's termination on the expiration or
exercisability of Options at the time of grant or (with the consent of the
affected optionee) outstanding Options. However, no Option can have a term of
more than fifteen years.

Section 10.   No Rights as a Share Owner

     An optionee or a transferee of an optionee pursuant to Section 8 shall have
no right as a share owner with respect to any KO Common Stock covered by an
Option or receivable upon the exercise of an Option until the optionee or
transferee shall have become the holder of record of such KO Common Stock, and
no adjustments shall be made for dividends in cash or other property or other
distributions or rights in respect to such KO Common Stock for which the record
date is prior to the date on which the optionee or transferee shall have in fact
become the holder of record of the share of KO Common Stock acquired pursuant to
the Option.

Section 11.   Adjustment in the Number of Shares and in Option Price

     In the event there is any change in the shares of KO Common Stock through
the declaration of stock dividends, or stock splits or through recapitalization
or merger or consolidation or combination of shares or spin-offs or otherwise,
the Committee or the Board shall make such adjustment, if any, as it may deem
appropriate in the number of shares of KO Common Stock available for Options as
well as the number of shares of KO Common Stock subject to any outstanding
Option and the option price thereof. Any such adjustment may provide for the
elimination of any fractional shares which might otherwise become subject to any
Option without payment therefor.

Section 12.   Amendments, Modifications and Termination of the Plan

     The Board or the Committee may terminate the Plan at any time. From time to
time, the Board or the Committee may suspend the Plan, in whole or in part. From
time to time, the Board or the Committee may amend the Plan, in whole or in
part, including the adoption of amendments deemed necessary or desirable to
qualify the Options under the laws of various countries (including tax laws) and
under rules and regulations promulgated by the Securities and Exchange
Commission with respect to optionees who are subject to the provisions of
Section 16 of the 1934 Act, or to correct any defect or supply an omission or
reconcile any inconsistency in the Plan or in any Option granted thereunder, or
for any other purpose or to any effect permitted by applicable laws and
regulations, without the approval of the share owners of the Company. However,
in no event may additional shares of KO Common Stock be allocated to the Plan or
any outstanding option be repriced or replaced without share- owner approval.
Without limiting the foregoing, the Board of Directors or the Committee may make
amendments applicable or inapplicable only to participants who are subject to
Section 16 of the 1934 Act.

     No amendment or termination or modification of the Plan shall in any manner
affect any Option theretofore granted without the consent of the optionee,
except that the Committee may amend or modify the Plan in a manner that does
affect Options theretofore granted

                                      -8-
<PAGE>


upon a finding by the Committee  that such amendment or  modification  is in the
best interest of holders of outstanding Options affected thereby. Grants of ISOs
may be made under this Plan until February 18, 2009 or such earlier date as this
Plan is terminated,  and grants of NSOs may be made until all of the 120,000,000
shares of KO  Common  Stock  authorized  for  issuance  hereunder  (adjusted  as
provided  in  Sections  5 and  11)  have  been  issued  or  until  this  Plan is
terminated,  whichever first occurs.  The Plan shall terminate when there are no
longer Options  outstanding  under the Plan,  unless  earlier  terminated by the
Board or by the Committee.

Section 13.   Governing Law

     The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Georgia and construed in
accordance therewith.


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